Product & Service Specific Terms

LEGAL CENTER

Product & Service Specific Terms

What is this? This section exists because we have multiple products that have different roles, responsibilities, impacts and risks. Rather than trying to create a universal set of terms to support all our products, this product-specific section allows for break-away terms on a product-by-product basis that supplement the Master Services Agreement.

 

Cloud Drive Mapper

These Product & Service Specific Terms should be read in conjunction with the Master Services Agreement.

As set out in clause 9.4 of the Master Services Agreement, the following amended clauses replace the respective numbered clauses in the Master Services Agreement and take priority over the terms set out in the Master Services Agreement:

Additional Definitions:

“Cloud Drive Mapper” means the Cloud Drive Mapper product as referenced in the Order Form.

“Third Party Services” means any third-party API’s, cloud services, or other non-Supplier owned software to which Cloud Drive Mapper connects.

“Third Party Services Downtime” means any downtime relating to Third Party Services.

Amended Clauses/Definitions:

  1. Replacing clause 7.3 of the Master Services Agreement:
    “The Supplier will use reasonable endeavours to notify the Customer in advance of scheduled maintenance but the Customer acknowledges that it may receive no advance notification for Third Party Services Downtime, downtime caused by Force Majeure or for other emergency maintenance.”
  2. Replacing clause 11.3 of the Master Services Agreement:
    “The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties including any Third Party Services Downtime. The Customer acknowledges that such risks are inherent in cloud services and that the Supplier shall have no liability for any such delays, interruptions, errors or other problems including those caused by any Third Party Services Downtime.”
  3. Replacing clause 18.3 of the Master Services Agreement:
    “Subject to clauses 18.6 and in accordance with clause 18.5, the Supplier  shall have no liability in respect of loss or damaged suffered by the Customer in relation to any Third Party Services or when accessing Services that are Free or Trial Service (and all Support Services provided in connection with the same). Any Free or Trial Services are offered at the risk of the Customer and on the basis that they are considered experimental, provide proof of concept and it is expected to be tested within a small safe environment where any issues arising from the Free or Trial Service would not cause significant impact, damage or loss to the Customer.”
  4. Replacing clause 18.5 of the Master Services Agreement:
    “Subject to clause 18.6, the Supplier shall not be liable for any of the following (whether direct or indirect):

18.5.1 loss of profit;

18.5.2 destruction, loss of use or corruption of data;

18.5.3 loss or corruption of software or systems;

18.5.4 loss or damage to equipment;

18.5.5 loss of use;

18.5.6 loss of production;

18.5.7 loss of contract;

18.5.8 loss of opportunity;

18.5.9 loss of savings, discount or rebate (whether actual or anticipated); and/or 18.5.10 harm to reputation or loss of goodwill.

18.5.11 loss caused by any Third Party Services Downtime.”

  1. Addition as a new clause 5.10 (Customer’s responsibilities) of the Master Services Agreement:
    “Cloud Drive Mapper provides a gateway between local users/devices and cloud storage. If the local user or local device is not adequately secured, then the connection made by Cloud Drive Mapper could be exploited. The Customer is responsible for ensuring all IT environments and computer end-points including workstations, laptops, VDI servers, and any other systems that Cloud Drive Mapper is deployed to is appropriately secured according to the latest recommended industry practices with regards to network security, device configuration, and access control. The Supplier shall not be liable for any loss or damage incurred as a result of the Customer’s breach of this clause.”

 

Cloud Drive Mapper Premium Support

These Product & Service Specific Terms should be read in conjunction with the Master Services Agreement and replace the definitions in the Master Services Agreement where appropriate.

Additional Definitions:

“Cloud Drive Mapper” means the Cloud Drive Mapper product as referenced in the Order Form.

“Cloud Drive Mapper Premium Support” means the Cloud Drive Mapper Premium Support service as referenced in the Order Form.

“Service Hours” means the hours during which Premium Support is available. Service Hours are 08:00 to 03:00 UK time.

“Out of Hours Period” means support provided outside of the stated Service Hours.

“Break-Fix Incident” means an event where the Product or Service is not functioning as intended for the majority (greater than 50%) of users, and requires corrective intervention to restore expected operation.

  1. Service Definition
    The full description of the Cloud Drive Mapper Premium Support service is provided within our Documentation, located on our knowledge base: https://cdm.iamcloud.info/
  2. Service Limits

    Technical Account Manager (TAM) – 20 hours per year.
    Time worked will be tracked and deducted in blocks of 15 minutes.Time will be deducted for any activity undertaken by the TAM including online meetings, product training, planning, technical configuration, document writing, investigation, research and other communications including email updates. The only exemption to this is that the TAM is expected to spend 5-10 minutes before any Customer call or meeting to familiarise themselves with the Customer’s requirements and outstanding actions – this time will not be deducted.Some of the work done by the Technical Account Manager will be completed in full visibility of the Customer, i.e. on online calls and screenshares. However, where the TAM is required to undertake work ‘offline’, out of direct oversight of the Customer, and the work is estimated to take longer than 1 hour, the TAM shall provide an estimate of the duration of the work before they undertake it, and a confirmation of the time taken after its completion.If the amount of time taken exceeds the estimate by more than 25%, the TAM shall notify the Customer for their consent to consume additional time on the task, or to discuss options. Where such consent is not provided, work shall remain paused until agreement is reached.If the Customer has any questions or concerns over the amount of time required to undertake a given task, they should escalate them to the Premium Support Coordinator.The Customer may request a summary of time consumption at any time, and the Supplier shall provide a quarterly summary of the time consumed and remaining in the pool.When all 20-hours are consumed, any outstanding work shall be paused either until the annual renewal of the Premium Support agreement which provides a fresh 20-hour pool, or a custom agreement is reached to purchase additional hours of the TAM service.

    The Technical Account Manager service is primarily intended for advisory, optimisation, and support-related activities, and does not include unattended large-scale implementation or project delivery work unless otherwise agreed.

    Vendor2Vendor support – 20 hours per year.
    The Supplier may, at the Customer’s request, provide reasonable assistance in coordinating with third-party software vendors in relation to interoperability issues where CDM is part of the affected technology stack. Such assistance is provided on a reasonable endeavours basis only and may include sharing diagnostic information and participating in joint discussions.

    The Customer shall remain responsible for managing its relationship with any third-party vendors and for progressing support requests with them.

    The Supplier shall not be responsible for the performance or resolution of issues attributable to third-party systems. All time spent on such activities shall be deducted from the pool of 20 Vendor2Vendor support hours in a minimum of 30-minute blocks. The Supplier’s ability to provide such assistance is dependent on the cooperation of the Customer and relevant third parties, and the Supplier may reasonably limit the time spent on any individual issue.

    General use
    Premium Support services are provided on a fair and reasonable use basis. The Customer shall not use the support services in a manner that generates excessive or abnormal volumes of requests, including through automated systems. Where such usage occurs, the Supplier reserves the right to reasonably prioritise requests and engage with the Customer to agree appropriate usage patterns.

  3. Service Level Agreement
    The Cloud Drive Mapper Premium Support offering includes an enhanced Service Level Agreement, this can be found in the same place as our standard Service Level Agreements at /service-level-agreementAll ‘time-response’ SLAs are time-bound to within our Service Hours. If a request is made outside of our Service Hours, then the time-response SLA will only apply when the next Service Hours period begins.In the event of a Break-Fix Incident during an Out of Hours Period, the Supplier shall use reasonable endeavours to respond within the 1-hour response SLA.These are defined on our Service Level Agreement at /service-level-agreement
  4. Advisory Nature of Services
    The Cloud Drive Mapper Premium Support service is advisory and assistive in nature. The Supplier does not guarantee the resolution of all issues, nor that any recommendations, guidance or configurations provided will achieve specific outcomes. The Customer remains responsible for any actions taken based on such advice, and should always ensure any proposed recommendation is tested to verify suitability ahead of releasing to end-users.
  5. Customer responsibilities
    The Customer shall:
    • provide timely, complete and accurate information reasonably required by the Supplier to deliver the Premium Support services;
    • ensure appropriately qualified personnel are available to engage with the Supplier as required;
    • agree to be included in the scope of the Provider Monitoring Service to receive the ‘Overwatch’ service component
    • implement recommended fixes, configurations or actions unless otherwise agreed in writing; and
    • maintain supported versions and configurations of Cloud Drive Mapper.

The Supplier shall not be responsible for any delay or failure to perform the Premium Support services to the extent caused by the Customer’s failure to comply with these obligations.

  1. Exclusions
    Unless otherwise agreed in writing, the Cloud Drive Mapper Premium Support service does not include:

    • custom development, feature creation or product enhancements;
    • large-scale unsupervised implementation, deployment or migration projects;
    • the Supplier’s support engineers effecting change to the configuration state of the customer environment;
    • proactive monitoring or reaction to any client-side service errors or warnings, or telemetry outside of the Provider Monitoring service
    • expedited second-line engineering support for non-break-fix issues or requests
    • on-site services;
    • support for third-party systems beyond the Vendor2Vendor assistance described separately; or
    • support for unsupported, modified or end-of-life versions of Cloud Drive Mapper.
  2. Fair Use Enforcement
    Premium Support services are provided on a fair and reasonable use basis. Where the Supplier reasonably determines that the Customer’s usage exceeds fair and reasonable use, the Supplier may:
    • prioritise, defer or limit support requests;
    • require the Customer to purchase additional support capacity; and/or
    • agree revised support terms with the Customer.
  1. Suspension of Support Services
    The Supplier may suspend or limit the provision of Premium Support services where:
    • the Customer is in material breach of the Agreement;
    • any undisputed fees relating to the Premium Support service are overdue; or
    • continued provision of the services would expose the Supplier to legal, security or operational risk.
  1. Authorised Contacts
    The Customer shall nominate a reasonable number of authorised contacts who are permitted to access and interact with the Premium Support service. The Supplier may limit engagement to such authorised contacts.
  2. Non-transferability
    The Cloud Drive Mapper Premium Support service is provided solely for the Customer’s internal business use and may not be shared, transferred, sublicensed or resold to any third party without the Supplier’s prior written consent.
  3. Additional Services
    Any services requested by the Customer that exceed the included allocations or fall outside the defined scope of Premium Support shall be subject to additional fees at the Supplier’s then-current rates, unless otherwise agreed in writing.
  4. Technical Account Manager Assignment
    The Supplier shall assign a Technical Account Manager to the Customer. The Supplier does not guarantee the continuous availability of any specific individual and may replace or reassign personnel at its discretion, provided that personnel remain suitably qualified.
  5. Priority Handling
    Premium Support requests may receive prioritised handling in accordance with the applicable Service Level Agreement. All response and resolution times remain subject to the terms and limitations of the Service Level Agreement.
  6. Access for Support Purposes
    To enable the provision of Premium Support services, the Supplier may require access to the Customer’s systems, configurations, logs or related data. Any such access shall be limited to what is reasonably necessary to deliver the services and shall be subject to the data protection and confidentiality provisions of the Agreement.
  7. Termination of Premium Support
    Upon termination or expiry of the Cloud Drive Mapper Premium Support service:
    • any unused support hours shall expire and shall not be refundable unless otherwise agreed in writing; and
    • the Supplier shall have no obligation to continue providing Premium Support services, or to complete any outstanding tasks.

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